Brand Registry, MAP & resellers
A reseller agreement is the contract between your brand and a business that buys your product to sell on. For an Amazon brand the version that matters is short: it names who may resell, in which channels, under what conditions, on what payment terms, and how the relationship ends. Six to eight pages is normal. Anything longer is usually a lawyer billing rather than a document a wholesale buyer will sign.
The reason it matters more for an Amazon seller than for a traditional supplier is the marketplace. Every account you sign is a business that could legitimately list your product on the same ASIN you rank. Without an agreement, the only thing standing between your Buy Box and a distributor's clearance run is goodwill.
Agreement, policy or terms of sale
Three documents get confused, and keeping them separate makes all three stronger.
The reseller agreement is a contract, signed by both parties. It creates obligations on both sides: you agree to supply, they agree to conditions.
The MAP policy is a unilateral statement about advertised price. It is issued, not agreed. The reasoning for keeping it out of the contract is covered in the Amazon MAP policy article.
The terms of sale are the commercial fine print attached to every order: payment, shipping, damages, returns. These can sit inside the agreement or travel with each invoice. What belongs in each is laid out in what belongs in a reseller policy.
Put price in the policy, obligations in the agreement, and order mechanics in the terms. Mixing them produces a contract that is hard to update and easy to argue with.
The clauses that protect your listing
These are the ones specific to selling on a marketplace, and the ones a generic template will not have.
Channel authorisation. State explicitly which channels the reseller may sell in. Physical stores only. Their own website. Named marketplaces. Silence is not neutral here: a buyer who was not told they could not list on Amazon will assume they can. If you want a purely physical retail channel, say so in one sentence and repeat it on the order form.
No listing on the brand's ASINs without written permission. Even for a reseller you do authorise on Amazon, this clause lets you control whether they list on your existing ASIN or not at all. It gives you a contractual answer to the Buy Box problem described in losing the Buy Box to a reseller.
End-customer restriction. The reseller sells to end customers only, not to other resellers, without your written consent. This is the clause that stops product leaking into channels you have never heard of. Most price damage on Amazon comes from a third or fourth party downstream, not from the account you signed.
Use of brand assets. Grant a limited, revocable licence to use your images, copy and trademarks for the purpose of selling the product, and nothing else. Include a line ending the licence when the relationship ends, otherwise your photography stays on their site indefinitely.
No alteration or repackaging. No relabelling, no bundling with other brands, no removing lot codes or serial numbers. If you run Transparency, add a clause requiring the codes to remain intact, because removing them is how grey stock hides.
Territory. If you only want a reseller selling in one country, write it down. Cross-border listing is the most common accidental breach.
The commercial clauses
These are the ones the buyer will actually negotiate.
Minimum order. Both the opening order and the reorder minimum, expressed in cases rather than units. Keep the opening order high enough to be serious and low enough to be signable.
Pricing and price changes. Your wholesale price list, and how much notice you give before it changes. Sixty to ninety days is customary and buyers plan around it.
Payment terms. A new account should be prepay or card. Terms come later, and only after a credit check. The economics of extending terms, and what they cost you in working capital, are covered in Amazon Business net terms.
Shipping and title. Who pays freight, at what order size it becomes free, and when title and risk pass. Say what happens with damaged pallets and short shipments, and give a window for claims.
Returns. Almost every brand new to wholesale says yes to returns too easily. A wholesale sale is not a retail sale. The default should be no returns except for defects, with a defined defect window.
Term and termination. A one-year term that renews, with termination for convenience on a notice period, and immediate termination for breach. The convenience clause is the important one. It means you can end a relationship without having to prove anything, which is exactly what you want when an account is quietly damaging your pricing.
What a wholesale buyer will push back on
Knowing this in advance stops you from either caving or losing a good account.
Exclusivity. A serious retailer or distributor will ask for it, by territory or by channel. The reasonable answer is category-limited or region-limited exclusivity tied to a volume commitment, reviewed annually. Exclusivity with no minimum is how brands lose a territory for two years and get nothing for it.
The end-customer restriction. Distributors sell to retailers by definition, so for a distributor this clause becomes a requirement that their customers be on an approved list rather than a ban on sub-selling.
MAP. Retailers with their own promotional calendars will want a defined promotional window. Give them one, in writing, rather than pretending it will never come up.
Return rights. Large retailers will push for them, sometimes hard. A modest defective allowance expressed as a small credit per order is cleaner than an open return right, because it converts an unpredictable liability into a line item.
Payment terms. Everybody asks. The answer for a first order should still be no. How to handle these conversations without sounding inexperienced is covered in how to answer wholesale inquiries as an Amazon seller.
The onboarding pack that goes with it
The agreement is one document in a set, and having the set ready is what makes a brand look established to a buyer who has met a lot of first-time suppliers.
The pack is: the agreement, the current price list with case pack and minimums, the MAP policy, a short product sheet with dimensions and case dimensions, your resale certificate requirements, and a credit application if you offer terms. Send it as one attachment, not six emails.
One more thing belongs in the pack: your authorised reseller list, or at least the statement that you publish one. Naming your authorised sellers publicly is a small act that makes unauthorised sellers easier to identify later, and it is the backbone of an authorised reseller programme.
When to use a signed agreement and when not to bother
Not every wholesale order needs a contract. A single independent shop buying two cases at a trade show is not going to derail your pricing, and handing them a contract makes you look like hard work.
Use a signed agreement when the account can hurt you: anyone buying more than a handful of cases, anyone who will sell online, any distributor, any account asking for terms, any account asking for exclusivity. For everyone else, terms of sale on the invoice plus the MAP policy is proportionate.
The judgement is really about leverage. A large account has more of it than you do, and the agreement is where you spend yours. Deciding which accounts to pursue in the first place is the harder question, and it is easier once you can see who actually stocks products like yours. Paste your listing into WholesalePilot and the preview shows the distributors and retailers that would plausibly carry it.
Questions Amazon brands ask about reseller agreements
Do I need a lawyer? For the first version, a template reviewed by a lawyer who works with consumer goods is enough. For anything with exclusivity or an international territory, get proper drafting.
Can I forbid a reseller from selling on Amazon at all? You can decline to sell to them if they do, and a channel authorisation clause makes that decision clean. That is different from Amazon removing their listing, which will not happen on those grounds.
What if a reseller violates the agreement? Notice, then stop shipping. Litigation is rarely proportionate. The supply relationship is the enforcement.
Should the agreement mention Brand Registry? Only to say the reseller acknowledges your intellectual property and will not register your marks or domains. Registry tooling is yours, not theirs.
How do I handle an existing seller who never signed anything? Send them the pack and ask them to sign as a condition of the next order. That is also how you find out how they got the product in the first place.